New Publication: Model Asset Purchase Agreement for Bankruptcy Sales

Using the Negotiated Acquisitions Committee’s 2001 Model Asset Purchase Agreement as a guide, the Business Bankruptcy Committee created a Model Asset Purchase Agreement for bankruptcy sales. Bankruptcy sales differ in many respects from a non-bankruptcy sale. This publication highlights the differences, includes commentary as a teaching mechanism, and provides ancillary documents and appendices.

This new publication is not a stand-alone asset purchase agreement. Instead, it highlights how certain terms and provisions may vary between a bankruptcy and a non-bankruptcy sale and, in some circumstances, provides commentary and case law to explain the reasoning underlying those variations. This publication about bankruptcy asset purchase agreements (and sales generally) does not include provisions that do not vary between a sale that would be consummated in bankruptcy and one that would be consummated outside of bankruptcy. For example, a definition for “Assets” is not included in this publication as it is generally identical in a bankruptcy and non-bankruptcy asset purchase agreement.

In addition, sample provisions and language not typically in non-bankruptcy asset purchase agreement are included—provisions concerning bid procedures, credit bidding rights, and executory contracts, for example. This publication should be used in conjunction with another asset purchase agreement and, in particular, the Negotiated Acquisitions Committee’s 2001 Model Asset Purchase Agreement. Such an approach will provide you with a comprehensive and flexible agreement for bankruptcy sales as well as a deep understanding of the purposes underlying each provision.